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                                                                   Exhibit 10.19


                                  OFFICE LEASE

                                 BY AND BETWEEN

                              LUKE PROPERTIES, LLC,
                       A NEVADA LIMITED LIABILITY COMPANY

                                       AND

                               VESTIN GROUP, INC.,
                             A DELAWARE CORPORATION

                              DATED: MARCH __, 2004

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                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
1.....................................................................LEASE OF PREMISES    1
         1.1......................................................................LEASE    1
         1.2...................................................MODIFICATION OF PREMISES    1

2...............................................................................PURPOSE    1
         2.1........................................................................USE    1
         2.2.........................................................LIMITATION ON USES    1
         2.3....................................................COMPLIANCE WITH PERMITS    2

3..................................................................................TERM    2
         3.1..........................................................COMMENCEMENT DATE    2
         3.2.............................................................. CONSTRUCTION    2
         3.3.................................................... ACCEPTANCE OF PREMISES    2

4............................................................................BASIC RENT    3
         4.1.........................................................INITIAL BASIC RENT    3
         4.2...................................................COST OF LIVING INCREASES    3
         4.3.............................................................PARTIAL MONTHS    4
         4.4..................................................................NO OFFSET    4
         4.5...........................................................SECURITY DEPOSIT    4

5......................................................................RENT ADJUSTMENTS    4
         5.1...............PAYMENT OF EXCESS OPERATING EXPENSES AND REAL PROPERTY TAXES    4
         5.2.........................................................OPERATING EXPENSES    4
         5.3....................................................BASE OPERATING EXPENSES    5

6....................................................................PARKING FACILITIES    6

7.............................................................................UTILITIES    6
         7.1............................................................UTILITY CHARGES    6
         7.2................................................................MAINTENANCE    6

8 ..........................................................................ALTERATIONS    6
         8.1.................................................RESTRICTION ON ALTERATIONS    6
         8.2...................REMOVAL AND SURRENDER OF FIXTURES AND TENANT ALTERATIONS    7

9...............................................................MAINTENANCE AND REPAIRS    8
         9.1.......................................................TENANT'S OBLIGATIONS    8
         9.2.....................................................LANDLORD'S OBLIGATIONS    8

10....................................................TAX ON TENANT'S PERSONAL PROPERTY    8
</TABLE>

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<TABLE>
<S>                                                                                        <C>
         10.1...................................................PERSONAL PROPERTY TAXES     8
         10.2........................................EXCLUSION FROM REAL PROPERTY TAXES     8

11.....................................................INSURANCE; WAIVER OF SUBROGATION     8
         11.1.......................................................LIABILITY INSURANCE     9
         11.2........................................................PROPERTY INSURANCE     9
         11.3.......................................................POLICY REQUIREMENTS     9
         11.4.....................................................WAIVER OF SUBROGATION    10
         11.5...............................................BUSINESS OVERHEAD INSURANCE    10

12.....................................................................FIRE OR CASUALTY    10
         12.1........................................................DAMAGE TO PREMISES    10
         12.2........................................................DAMAGE TO BUILDING    11
         12.3....................................................ABATEMENT; TERMINATION    11
         12.4...............................................................LIMITATIONS    11

13.......................................................................EMINENT DOMAIN    11
         13.1....................................................................TAKING    11
         13.2..........................................................TEMPORARY TAKING    12

14............................................................ASSIGNMENT AND SUBLETTING    12
         14.1.......................................................GENERAL PROHIBITION    12
         14.2......................................NOTICE OF INTENT TO ASSIGN OR SUBLET    13
         14.3........................................NO RELEASE OF TENANT'S OBLIGATIONS    13
         14.4....................................................TRANSFER IS ASSIGNMENT    13
         14.5.................................................ASSUMPTION OF OBLIGATIONS    13

15...........................................................LANDLORD'S RESERVED RIGHTS    14
         15.1.............................................................RIGHT OFENTRY    14
         15.2.................................................BUILDING AND COMMON AREAS    14
         15.3......................................................................NAME    14

16..........................................INDEMNIFICATION AND LIMITATION ON LIABILITY    15
         16.1.......................................................INDEMNITY BY TENANT    15
         16.2........................................LIMITATION ON LANDLORD'S LIABILITY    15

17.....................................................................SALE BY LANDLORD    15

18........................................................................SUBORDINATION    15
         18.1.............................................................SUBORDINATION    16
         18.2................................................................ATTORNMENT    16
         18.3........................................................NOTICE FROM TENANT    16
</TABLE>

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<TABLE>
<S>                                                                                        <C>
19................................................................ESTOPPEL CERTIFICATES    16

20........................................SURRENDER OF PREMISES AND REMOVAL OF PROPERTY    16
         20 1.................................................................NO MERGER    16
         20.2.....................................................SURRENDER OF PREMISES    17
         20.3......................................................DISPOSAL OF PROPERTY    17
         20.4.................................................FIXTURES AND IMPROVEMENTS    17
         20.5..............................................NOTICE OF EXPIRATION OF TERM    17

21.........................................................................HOLDING OVER    17

22................................................................DEFAULTS AND REMEDIES    IS
         22.1.......................................................DEFAULTS BY  TENANT    18
         22.2.......................................................LANDLORD'S REMEDIES    19
         22.3..................................................RE-ENTRY NOT TERMINATION    20
         22.4......................................................DEFINITION OF TENANT    20

23...........................................................................BANKRUPTCY    21

24.......................................INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGES    21
         24.1..................................................................INTEREST    21
         24.2...............................................................LATE CHARGE    21

25......................................................................QUIET ENJOYMENT    21

26.................................................................EXAMINATION OF LEASE    22

27..............................................................................BROKERS    22

28..................COVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATION OF EASEMENTS    22

29..............................................................................SIGNAGE    22

30...................................................................GENERAL PROVISIONS    52
         30.1.................................................................NO WAIVER    22
         30.2...............................................LANDLORD'S RIGHT TO PERFORM    22
         30.3...........................................................TERMS; HEADINGS    23
         30.4..........................................................ENTIRE AGREEMENT    23
         30.5....................................................SUCCESSORS AND ASSIGNS    23
         30.6...................................................................NOTICES    23
         30.7..............................................................SEVERABILITY    24
         30.8...........................................................TIME OF ESSENCE    24
         30.9.............................................................GOVERNING LAW    24
</TABLE>

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<TABLE>
<S>                                                                                        <C>
30.10....................................................................ATTORNEYS'FEES    24
30.11.....................................................................FORCE MAJEURE    24
</TABLE>

                                       iv

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                                  LEASE SUMMARY

 This lease summary is attached to the within lease for convenience of reference
only and shall in no way be considered a part of said lease or used in the
interpretation of any of the provisions contained therein.

DATE:             March __, 2004

LANDLORD:         Luke Properties, LLC, a Nevada limited liability company

TENANT:           Vestin Group, Inc., a Delaware corporation

PREMISES:         Exhibit "A"

SIZE OF PREMISES: Approximately Forty Thousand Nine Hundred Forty (41,614)
                  square feet.

TERM:             Ten (10) years with two (2) five (5) year option

COMMENCEMENT OF   The earlier of forty-five (45) days after the completion of
RENT              construction of the Building or the date Tenant commences
                  business at the Premises.

BASIC RENT:       $1.75 per square foot per month for a total of $873,894.00 per
                  annum increasing annually in an amount equal to four percent
                  (4%) per annum on the yearly anniversary date of the
                  Commencement Date. This is a triple net lease and Tenant shall
                  be responsible for its share of all expenses associated with
                  the Building.

SECURITY DEPOSIT: $72,824.50

LANDLORD'S ADDRESS:__________________________________
                  Las Vegas, Nevada_____________

TENANT'S ADDRESS: ______________________________
                  ______________________________
                  Las Vegas, Nevada_____________

                                        v

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                                  OFFICE LEASE

         THIS LEASE is made and entered into as of this _____ day of March,
2004, by and between Luke Properties, LLC, a Nevada limited liability company
(the "LANDLORD") and Vestin Group, Inc., a Delaware corporation (the "TENANT").

1.       LEASE OF PREMISES.

1.1      LEASE. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, those certain premises (the "PREMISES") shown on the drawings attached
hereto as Exhibit "A," and commonly described as ___________, Las Vegas, Nevada
______________, consisting of approximately forty-one thousand six hundred
fourteen (41,614) square feet which is one hundred percent (100%) of the entire
building (the "BUILDING").

1.2      MODIFICATION OF PREMISES. Landlord shall have the sole judgment and
discretion to determine the architecture, design, appearance, construction,
workmanship, materials and equipment with respect to the construction of the
Building; provided, however, Landlord shall not materially alter the areas,
floor elevations and other characteristics of the Premises as shown on Exhibit
"A" without the express consent of Tenant, which consent shall not be
unreasonably withheld or delayed.

2.       PURPOSE.

2.1      USE. The Premises shall be used only for professional services
businesses including but not limited to mortgage services, accounting offices
and legal services (the "Use") and businesses related thereto and for no other
purpose without the prior written consent of Landlord.

2.2      LIMITATION ON USES. Tenant shall not use or occupy the Premises, or
permit the use or occupancy of the Premises, in any manner or for any purpose
which: (a) would violate any law or regulation of any governmental authority, or
the provisions of any applicable governmental permit or recorded document; (b)
would adversely affect or render more expensive any fire or other insurance
maintained by Landlord for the Building or any of its contents; (c) might impair
or interfere with any of the services and systems of the Building, including
without limitation, the Building's electrical, mechanical, fire and life safety,
structural, plumbing, heating, ventilation and air conditioning systems
(collectively, the "BUILDING SYSTEMS") or the janitorial, security and building
maintenance services (collectively, the "SERVICE FACILITIES"); (d) would injure
or annoy, or obstruct or interfere with the rights of, other tenants, if any, or
occupants of the Building or impair the appearance of the Building or be
prejudicial to the business or reputation of Landlord; or (e) is not compatible
with the existing use of the Building. Further, Tenant's business machines and
mechanical equipment which cause vibration or noise that may be transmitted to
the Building structure or beyond the Premises shall be installed, maintained and
used by Tenant so as to eliminate such vibration or noise. Tenant shall
reimburse Landlord for any cost incurred by Landlord in enforcing the provisions
of this Article 2 or as a result of Tenant's breach hereof (including, without
limitation, any increase in insurance premiums resulting from Tenant's use).

         COMPLIANCE WITH PERMITS. Tenant shall procure and maintain any license
or permit

                                       vi

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required for the lawful conduct of its business or other activity on the
Premises, submit such license or permit for inspection by Landlord if so
requested, and comply at all times with all terms and conditions thereof. The
lease of the Premises shall be subject to all statutes, laws, ordinances and
regulations applicable from time to time to the use, occupancy or possession of
the Premises.

3.       TERM.

3.1      COMMENCEMENT DATE. The term of this Lease shall commence on the date
this Lease is executed (the "Commencement Date") and shall end ten (10) years
from the date the payment of rent commences as set forth in Section 4.1 of this
Lease, unless sooner terminated pursuant hereto (the "TERM"). Promptly following
the Commencement Date, Landlord and Tenant shall confirm the Commencement Date
and the expiration date by executing and delivering a Memorandum of Commencement
Date ("MEMORANDUM") in the form attached hereto as Exhibit "B." This Lease shall
not be void, voidable or subject to termination, nor shall Landlord be liable to
Tenant for any loss or damage, resulting from Landlord's inability to deliver
the Premises to Tenant on the date specified in Landlord's notice given pursuant
to Section 3.2, but no rent hereunder shall be payable hereunder with respect to
any delay in delivery of the Premises which is caused solely by Landlord.
Provided Tenant has not been in default during the Term of the Lease, Landlord
hereby grants Tenant the right to renew the Lease for one (1) additional five
(5) year period, at the greater of the then current Basic Rent increased in
accordance with this Lease or at the then current fair market lease rental rate
for the Building as determined by the Landlord. In order to exercise its renewal
option, Tenant shall give Landlord a minimum of six (6) months written notice
prior to the end of the Term of its intention to renew this Lease.

3.2      ACCEPTANCE OF PREMISES. By entering into possession of the Premises or
any part thereof and except for such matters as Tenant shall specify to Landlord
in writing within ten (10) days thereafter, Tenant shall be conclusively deemed
to have accepted the Premises and to have agreed that Landlord has performed all
of its obligations hereunder with respect to the Premises and that the Premises
are in satisfactory condition and in full compliance with the requirements of
this Lease as of the date of such possession. Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty,
except as otherwise expressly provided in this Lease, with respect to the
Premises or the Building, including without limitation, any representation or
warranty with respect to the suitability or fitness of the Premises or the
Building for the conduct of Tenant's business.

4.       BASIC RENT

         The basic annual rent payable to Landlord ("BASIC RENT") shall be as
set forth in this Article 4.

4.1      INITIAL BASIC RENT. For the period beginning on the date which is the
earlier of (a) Forty-five (45) days after Landlord completes construction of the
Building or (b) the date upon which Tenant opens for business in the Premises,
Tenant shall pay Landlord an initial Basic Rent for the Premises of Eight
Hundred Seventy-Three Thousand Eight Hundred Ninety-Four Dollars ($859,740.00)
per annum. Such initial Basic Rent shall be payable in equal monthly
installments of Seventy-two Thousand Eight Hundred Twenty-Four Dollars and Fifty
Cents ($72,824.50). Rent shall be further adjusted as provided for in Section
4.2 of this Lease. Each installment of rent shall be payable in advance, without
set off or demand, on the first day of each calendar month beginning on the
Commencement Date and continuing until Basic Rent is adjusted

<PAGE>

pursuant to Section 4.2, except that one month's rent shall be paid upon the
execution hereof and shall be applied by Landlord (without interest) to the
first payment(s) of Basic Rent due under this Section 4.1.

4.2      BASIC RENT INCREASES.

4.3      a. The Basic Rent shall be increased on each annual anniversary of the
Commencement Date (each an "ADJUSTMENT DATE"). Basic Rent hereunder shall be
increased by four percent (4%) per annum of the Basic Rent payable during the
immediately preceding calendar year. Landlord shall notify Tenant of each
increase by delivering a written statement setting forth the Indices, and the
new amount of the Basic Rent. Tenant shall pay the new Basic Rent from its
effective date until the next periodic increase.

4.4      PARTIAL MONTHS. If the Term begins on a day other than the first day of
a calendar month, or ends on a day other than the last day of a calendar month,
Basic Rent for such beginning or ending month shall be prorated based upon the
number of days in such month occurring during, or before or after, the Term.

4.5      NO OFFSET. Basic Rent, together with all other sums due hereunder
(herein called "ADDITIONAL RENT"), shall be paid to the Landlord without
deduction or offset of any kind, and in advance and without demand (except as
otherwise herein expressly provided) in lawful money of the United States at
Landlord's address listed above or such other location or to such other person
as Landlord may from time to time designate in writing. The Basic Rent and
Additional Rent may sometimes be referred to herein collectively as the "RENT."

4.6      SECURITY DEPOSIT. Tenant has paid or will pay Landlord the amount of
Seventy-Two Thousand Eight Hundred Twenty-Four Dollars and Fifty Cents
($72,824.50) as security for the full and faithful performance of each of the
terms hereof by Tenant. Landlord shall not be required to keep this security
deposit separate from its general funds and Tenant shall not be entitled to
interest thereon. If Tenant defaults with respect to any provision of this
Lease, including but not limited to the provisions relating to the payment of
rent, Landlord may, but shall not be required to, use, apply or retain all or
any part of this security deposit for the payment of any rent or any other sum
in default, or for the payment-of any other amount which Landlord may spend or
become obligated to spend by reason of Tenant's default or to compensate
Landlord for any other loss or damage which Landlord may suffer by reason of
Tenant's default, including without limitation, costs and attorneys' fees
incurred by Landlord to recover possession of the Premises upon a default by
Tenant hereunder. If any portion of said deposit is so used or applied, Tenant
shall, upon demand therefore, deposit cash with Landlord in an amount sufficient
to restore the security deposit to its original amount and Tenant's failure to
do so shall constitute a default hereunder by Tenant. If Tenant shall fully and
faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord's option, to the last assignee of Tenant's interest hereunder) within
thirty (30) days following the later of expiration of the Term and surrender of
possession of the Premises to Landlord.

5.       ADDITIONAL RENT.

5.1      PAYMENT OF EXPENSES AND REAL ESTATE TAXES. Tenant shall pay to
Landlord, as Additional Rent, an amount equal to total annual Operating
Expenses, as defined below, and an amount equal to annual Real Estate Taxes, as
defined below. Such amount shall be

<PAGE>

paid in advance in monthly installments on the same dates as Basic Rent is due
and payable hereunder based on Landlord's notice delivered to Tenant from time
to time setting forth Landlord's good faith estimate of the Operating Expenses
and Real Estate Taxes for the current calendar year. Landlord shall have the
right to adjust such amount to reflect any changes in Landlord's estimate of
Operating Expenses.

5.2      OPERATING EXPENSES.

a.       "OPERATING EXPENSES" shall mean the total of all actual costs incurred
by Landlord in connection with the management, operation, maintenance and repair
of the Building (including all costs of insuring the Building), including,
without limitation, taxes, insurance, parking lot maintenance, landscaping, all
utility expenses not separately metered, labor compensation insurance, payroll
taxes, materials, supplies, and all other costs of operating and repairing,
lighting, cleaning, sweeping, painting, striping, removing of rubbish or debris,
policing and inspecting, depreciation on or rentals of machinery and equipment,
the amortized costs to repair, maintain or install capital improvements, costs
of repairs, maintenance, or replacement of paving, curbs, walkways, remarking,
directional or other signs, landscaping, drainage, lighting facilities, repair
and maintenance of Common Areas and parking areas, costs and expenses of
planting, replanting and replacing flowers, shrubbery and other landscaping,
fees for required licenses and permits, costs of compliance with any
governmental rules, regulations, laws or ordinances, the cost of maintaining the
sprinkler system, sign maintenance, and roof and building maintenance,
(specifically excluding Tenant's maintenance responsibilities under this Lease),
the costs of premiums for insurance policies to be maintained by Landlord and
any deductibles attributable thereto under Section 11 hereof, and an
administrative fee equal to four percent (4%) of the basic rent amount. For
purposes of computing rent adjustments pursuant to this Article 5, Operating
Expenses for the Building shall be allocated and charged to Tenant in accordance
with generally accepted accounting and management practices and expressed as an
amount per square foot of Rentable Area. Operating Expenses shall include all
Real Property Taxes, as defined below.

b.       "REAL ESTATE TAXES" shall mean all taxes, assessments (special or
otherwise) and charges levied upon or with respect to the Building and ad
valorem taxes on personal property used in connection therewith, together with
any real property taxes which may be assessed against the Building. In addition,
Real Estate Taxes shall include but not be limited to (i) all personal property
taxes on personal property used in connection with the Building and related
structures, (ii) any and all taxes, assessments, license fees, and public
charges levied, assessed, or imposed and which become payable during the Term
hereof on all leasehold improvements, (iii) any and all environmental levies or
charges now in force affecting the Building or any portion thereof or which may
hereafter become effective, and (iv) any other taxes levied or assessed in
addition to, as a replacement, alteration, or substitute for, or in lieu of such
real or personal property taxes.

c.       Any costs or expenses for services or utilities, not otherwise included
in Operating Expenses, and which are attributable directly to Tenant's use or
occupancy of the Premises shall be paid in full by Tenant as Additional Rent
when such costs are incurred or, if Landlord makes such payments, within five
(5) days after being billed therefor by Landlord.

<PAGE>

5.3      ADDITIONAL RENTAL AMOUNT.

a.       Tenant shall pay One hundred percent (100%) of Operating Expenses and
Real Estate Taxes, as defined above, since Tenant's Premises consists of One
Hundred percent (100%) of the Building.

b.       Landlord shall provide to Tenant an annual statement reflecting all of
the Building's Operating Expenses.

         c.       The parties agree this Lease is a net net net lease.

         d.       Additional Rent payments shall commence at the same time as
the Basic Rent payments, that is, on the date which is the earlier of (a)
Forty-five (45) days after the completion of the Building or (b) the date upon
which Tenant opens for business in the Premises. Any adjustments to Additional
Rent charges shall be made on an annual basis from the date Additional Rent
payments commenced.

6.       PARKING FACILITIES.

         Tenant shall be entitled to the non-exclusive use of the parking lot.
Tenant shall comply with all rules and regulations which Landlord may adopt from
time to time for the operation and use of such parking facilities.

7.       UTILITIES.

7.1      UTILITY CHARGES. Tenant shall be solely responsible for and promptly
pay all charges for telephone, electric, gas, or any other utility used or
consumed in the Premises, including water and sewer, but specifically excluding
trash which shall be included as a part of Operating Expenses, and Tenant shall
further be responsible for any utility connection charges, or system development
charges, from any and all utility companies or districts. If these charges are
billed to the Landlord, then Tenant shall make payment in the full amount billed
to Landlord within five (5) days after written demand from Landlord.

7.2      MAINTENANCE. Tenant shall be responsible for the normal maintenance and
upkeep of the heating, ventilation and air conditioning systems serving the
Premises and for all other utility installations within the Premises (including
without limitation, regular replacement of HVAC filters) and shall be
responsible for the repair of any such system.

8.       ALTERATIONS.

8.1      RESTRICTION ON ALTERATIONS. Tenant may make no alteration, repairs,
additions or improvements in, to or about the Premises (collectively, "TENANT
ALTERATIONS"), without the prior written consent of Landlord, which consent
shall not be unreasonably withheld, and Landlord may impose as a condition to
such consent such requirements as Landlord, in its sole discretion, may deem
necessary or desirable, including without limitation, (a) the right to approve
the plans and specifications for any work, (b) the right to require insurance
satisfactory to Landlord, (c) the right to require security for the full payment
for and diligent and faithful performance of any work, (d) requirements as to
the manner in which or the time or times at which work may be performed and (e)
the right to approve the contractor or contractors to perform Tenant
Alterations. All Tenant Alterations shall be compatible with the Building and
completed in accordance with

<PAGE>
Landlord's requirements and all applicable rules, regulations and requirements
of governmental authorities and insurance carriers. Tenant shall pay to Landlord
Landlord's reasonable charges for reviewing and inspecting all Tenant
Alterations, which amount shall not exceed Two Hundred Fifty Dollars ($250.00)
per Tenant Alteration, to assure full compliance with all of Landlord's
requirements. Landlord does not expressly or implicitly covenant or warrant that
any plans or specifications submitted by Tenant are safe or that the same comply
with any applicable laws, ordinances, codes, rules or regulations. Further,
Tenant shall indemnify, protect, defend and hold Landlord, and Landlord's
managing agent, if any, harmless from any loss, cost or expense, including
attorneys' fees and costs, based upon or growing out of any alterations or
construction undertaken by Tenant or incurred by Landlord as a result of any
defects in design, materials or workmanship resulting from Tenant Alterations,
except to the extent such defects are caused by Landlord, its agents, servants
or employees. If requested by Landlord, Tenant shall provide Landlord with
copies of all contracts receipts, paid vouchers, and any other documentation in
connection with the construction of such Tenant Alterations. Tenant shall
promptly pay all costs incurred in connection with all Tenant Alterations and
shall not permit me filing of any mechanic's lien or other lien in connection
with any Tenant Alterations. If a mechanic's lien or other lien is filed against
the Building Tenant shall discharge or cause to be discharged (by bond or
otherwise) such lien within ten (10) days after Tenant receives notice of the
filing thereof and shall not allow any such lien to be foreclosed upon. If a
mechanic's lien or other lien is filed against the Building and Tenant fails to
timely discharge such lien, Landlord may, without waiving its rights and
remedies based on such breach of Tenant and without releasing Tenant from any of
its obligations, cause such liens to be released by any means it shall deem
proper, including payment in satisfaction of the claim giving rise to such lien.
Tenant shall pay to Landlord within thirty (30) days following notice by
Landlord, any sum paid by Landlord to remove such liens, together with interest
at Landlord's cost of money from the date of such payment by Landlord. Any
increase in any tax, assessment or charge levied or assessed as a result of any
Tenant Alterations shall be payable by Tenant in accordance with Article 10
hereof. Tenant shall be responsible for paying the general contractor's overhead
and fee in connection with the work performed pursuant to this Article 8.

8.2      REMOVAL AND SURRENDER OF FIXTURES AND TENANT ALTERATIONS. All Tenant
Alterations and Tenant Work installed in the Premises pursuant to Landlord's
Work Letter, which are attached to, or built into, the Premises, including
without limitation, floor coverings, draperies, wall coverings, paneling,
molding, doors, vaults (excluding vault doors), plumbing systems, electrical
systems, mechanical systems, lighting systems, sound equipment, communication
systems and outlets for the systems mentioned above and for all telephone,
radio, telegraph and television purposes, and any special flooring or ceiling
installations, shall become the property of Landlord and shall be surrendered
with the Premises, as a part thereof, at the end of the Term. Any articles of
personal property including business and trade fixtures not attached to, or
built into, the Premises, machinery and equipment, free-standing cabinet work,
and movable partitions, which were installed by Tenant in the Premises at
Tenant's sole expense and which were not installed in connection with a credit
or allowance granted by Landlord or in replacement for an item which Tenant
would not have been entitled to remove, shall be and remain the property of
Tenant and may be removed by Tenant at any time during the Term as long as
Tenant is not in default hereunder and provided that Tenant repairs any damage
to the Premises or the Building caused by such removal. With respect to Tenant
Work installed in the Premises pursuant to Landlord's Work Letter, Landlord and
Tenant

<PAGE>

shall each own undivided interests in such Tenant Work to the extent, in the
case of Landlord, of the Allowance (as defined in Landlord's Work Letter) paid
to or on behalf of Tenant, and, in the case of Tenant, the portion of the cost
of such Tenant Work paid for by Tenant. For purposes of the insurance
requirements of Section 11.2(b), Tenant shall be deemed to have an insurable
interest in all of the Tenant Work and Tenant Alterations in the Premises, as
between Landlord and Tenant, but the same shall be surrendered with the Premises
on termination of this Lease, as set forth above.

9.       MAINTENANCE AND REPAIRS.

9.1      TENANT'S OBLIGATIONS. Except for Landlord's obligations specifically
set forth in this Lease, Tenant shall, at Tenant's sole expense, keep the
Premises and every part thereof clean and in good condition and repair and
Landlord shall have no obligation to alter, remodel, improve, repair, decorate
or paint the Premises or any part thereof. Subject to the provisions of Section
11.4 and Article 12 below, Tenant shall reimburse Landlord for all repairs to
the Building which are required as a result of any misuse or neglect of the same
by Tenant or any of its officers, agents, employees, contractors, licensees or
invitees while in or about the Building. Notwithstanding the foregoing, if
Tenant fails to diligently complete any repairs for which Tenant is responsible
under this Lease within thirty (30) days after notice from the Landlord,
Landlord may, at Landlord's sole discretion, complete such repairs and Tenant
shall promptly reimburse Landlord for any and all costs associated therewith.

9.2      LANDLORD'S OBLIGATIONS. Subject to Article 12 of this Lease, Landlord
shall repair and maintain with reasonable diligence after written notice thereof
from Tenant, defects in, and damage to, the Building's roof and structural
systems installed by Landlord and serving or located on the Premises. If such
maintenance and repair is required in part or in whole by the act, neglect,
misuse, fault or omission of any duty of Tenant, its agents, employees,
contractors, licensees or invitees, Tenant shall pay to Landlord the cost of
such maintenance and repairs. Except as provided in Article 12 hereof, there
shall be no abatement of rent with respect to, and Landlord shall not be liable
for and Tenant shall hold Landlord harmless from, any injury to or interference
with Tenant's business arising from any repairs, maintenance, alteration or
improvement in or to any portion of the Building or in or to the fixtures (and
any items in connection therewith), appurtenances and equipment therein. As a
material inducement to Landlord entering into this Lease, except as otherwise
provided by Nevada law, Tenant waives and releases its right to make repairs at
Landlord's expense.

10.      TAX ON TENANT'S PERSONAL PROPERTY.

10.1     PERSONAL PROPERTY TAXES. At least ten (10) days prior to delinquency,
Tenant shall pay all taxes levied or assessed upon Tenant's equipment,
furniture, fixtures and other personal property located in or about the
Premises. If the assessed value of Landlord's property is increased by the
inclusion therein of a value placed upon Tenant's equipment, furniture, fixtures
or other personal property, Tenant shall pay Landlord, upon written demand, the
taxes so levied against Landlord, or the proportion thereof resulting from said
increase in assessment.

10.2     EXCLUSION FROM REAL PROPERTY TAXES. The portion of taxes payable by
Tenant pursuant to Section 10.1 hereof shall be excluded from Real Property
Taxes for purposes of rent adjustments described in Article 5 of this Lease.

11.      INSURANCE: WAIVER OF SUBROGATION.

11.1     LIABILITY INSURANCE. Tenant shall at all times during the Term and at
its own cost and expense procure and continue workers' compensation insurance
and bodily injury liability

<PAGE>

and property damage liability insurance adequate to protect Landlord against
liability for injury to or death of any person or damage to property in
connection with the use, operation or condition of the Premises. The limits of
liability under the workers' compensation insurance policy shall be at least
equal to the statutory requirements therefor and the limits of liability under
the Employer's Liability Insurance policy carried by Tenant shall be at least
One Million Dollars ($1,000,000). The general liability insurance for
non-employees and for damage to property at all times shall be in an amount of
not less than Two Million Dollars ($2,000,000), Combined Single Limit, for
injuries to persons and property damage. Not more frequently than once every
year, if, in the opinion of Landlord's lender or of the insurance broker
retained by Landlord, the amount of public liability and property damage
insurance coverage at that time is not adequate, Tenant shall increase the
insurance coverage as required by either Landlord's lender or Landlord's
insurance broker.

11.2     PROPERTY INSURANCE.

a.       BUILDING, IMPROVEMENTS AND RENTAL VALUE. Landlord shall obtain and keep
in force during the Term of this Lease a policy or policies of insurance
covering loss or damage to the Building improvements but not Tenant's personal
property, fixtures, equipment or Tenant Alterations in an amount Landlord or
Landlord's lender deems to be appropriate. In addition, Landlord shall obtain
and keep in force, during the Term of this Lease, a policy of rental value
insurance covering a period of one year, with loss payable to Landlord, which
insurance shall also cover all Operating Expenses for said period. In the event
that the Premises shall suffer an insured loss, the deductible amounts under the
casualty insurance policies relating to the Premises shall be paid by Tenant.
All costs incurred or paid by Landlord pursuant to this Section 11.2(a) shall be
paid by Tenant as part of Operating Expenses as defined in Section 5.2 above.

b.       TENANT'S PROPERTY INSURANCE. Tenant, at its sole cost and expense,
shall at all times during the Term maintain in effect policies of insurance
covering (i) all leasehold improvements (including any Tenant Alterations as may
be made by Tenant pursuant to the provisions of Article 8 hereof), trade
fixtures, merchandise and other personal property from time to time in, on or
upon the Premises, in an amount not less than one hundred percent (100%) of
their actual replacement cost from time to time during the Term of this Lease,
providing protection against any peril included within the classification "Fire
and Extended Coverage," together with insurance against sprinkler damage (if
applicable), vandalism and malicious mischief and water damage caused by
plumbing leakage or failure and (ii) all plate glass in the Premises. The
proceeds of such insurance, so long as this Lease remains in effect, shall be
used for the repair or replacement of the property so insured. Upon termination
of this Lease due to any casualty, the proceeds of insurance shall be paid to
Landlord and Tenant, as their interests appear in the insured property. The full
replacement value of the items to be insured under this Section 11.2 shall be
determined by the company issuing the insurance policy at the time the policy is
initially obtained, and shall be increased as reasonably requested by Landlord
from time to time.

11.3     POLICY REQUIREMENTS. All insurance required to be carried by Tenant
hereunder shall be issued by responsible insurance companies, qualified to do
business in the State of Nevada and reasonably acceptable to Landlord. Insurance
companies rated A-9 or better by Best's Insurance Reports shall be deemed
acceptable. Each policy shall have a deductible or deductibles, if any, which
are no greater than those maintained by similarly situated tenants and

<PAGE>

which are reasonably acceptable to Landlord, Each policy shall name Landlord and
Landlord's lender as additional insureds, as their interests may appear, and
copies of all policies together with certificates evidencing the existence and
amounts of such insurance, shall be delivered to Landlord by Tenant at least
thirty (30) days prior to Tenant's occupancy of any portion of the Premises. No
such policy shall be cancelable except after thirty (30) days written notice to
Landlord. Tenant shall, at least thirty (30) days prior to the expiration of any
such policy, furnish Landlord with renewals or "binders" thereof, or Landlord
may order such insurance and charge the cost thereof to Tenant, which amount
shall be paid by Tenant upon demand. Any policy may be carried under so-called
"blanket coverage" form of insurance policies, provided any such blanket policy
specifically provides that the amount of insurance coverage required hereunder
shall in no way be prejudiced by other losses covered by the policy. Neither the
issuance of any such insurance policy nor the minimum limits specified in this
Section 11.3 shall be deemed to limit or restrict in any way Tenant's liability
arising under or out of this Lease.

11.4     WAIVER OF SUBROGATION. To the extent such waivers are obtainable from
insurance carriers, Landlord and Tenant waive their respective right of recovery
against the other for any direct or consequential damage to the property of the
other including its interest in the Premises or the Building by fire or other
casualty to the extent such damage is insured against under a policy or policies
of insurance. Each such insurance policy carried by either Landlord or Tenant
shall include such a waiver of the insurer's rights of subrogation. Such waiver
shall in no way be construed or interpreted to limit or restrict any indemnity
or other waiver made by Tenant under the terms of this Lease.

11.5     BUSINESS OVERHEAD INSURANCE. Tenant shall at all times during the Term
of this Lease and at its own cost and expense procure and continue business
overhead insurance in an amount equal to at least Basic Rent and Tenant's share
of Operating Expenses and Real Estate Taxes for twelve (12) months. Not more
frequently than once every year, Tenant shall increase the amount of such
business overhead insurance to reflect any increases in Basic Rent and Operating
Expenses and Real Estate Taxes as required by Landlord. Tenant agrees that the
proceeds of such insurance shall be paid to Landlord by Tenant such that in the
event of Tenant's disability Landlord will receive monthly payments of Basic
Rent and Operating Expenses without delay from Tenant.

12.      FIRE OR CASUALTY.

12.1     DAMAGE TO PREMISES. In the event the Premises are damaged by fire or
other casualty, Landlord shall repair such damage with reasonable diligence and
in a manner consistent with the provisions of any Underlying Mortgage, as
hereinafter defined. Tenant shall promptly pay to Landlord all insurance
proceeds received by Tenant as a result of such damage so that Landlord can use
such proceeds in the repair of such damage. If the Premises are damaged by fire
or other casualty so that the repair of the Premises cannot, in Landlord's
reasonable opinion, be completed within sixty (60) days after notice to Landlord
of the occurrence of the damage, Landlord shall have the option, to be exercised
by written notice to Tenant within thirty (30) days after Landlord receives
notice of the occurrence of the damage, either (i) to make such repairs within a
reasonable time, in which event mis Lease shall continue in full force and
effect or (ii) to terminate this Lease as of a date not less than thirty (30)
days or more than sixty (60) days after Landlord's notice to Tenant.

12.2     DAMAGE TO BUILDING. If the Building is totally destroyed or is so
extensively damaged that the repair thereof cannot, in Landlord's reasonable
opinion, be completed within one

<PAGE>

hundred (100) days after the occurrence of the damage or destruction, or if
substantial alteration or reconstruction of the Building is required, in
Landlord's reasonable opinion, as a result of the damage, then Landlord shall
have the option, to be exercised by written notice to Tenant within thirty (30)
days after the occurrence of the damage or destruction, either (a) to terminate
this Lease as of the date not less than thirty (30) days or more than sixty (60)
days after Landlord's notice to Tenant, or (b) to repair and rebuild the
Building within a reasonable time, in which event this Lease shall continue in
full force and effect.

12.3     ABATEMENT; TERMINATION. In the event any part of the Premises, as a
result of damage by fire or other casualty, is rendered untenantable, for the
conduct of Tenant's business, rent shall be reduced and abated in proportion to
the part of the Premises which is so rendered untenantable until the damaged
portion of the Premises have been made tenantable for the conduct of Tenant's
business or until this Lease expires or terminates, whichever occurs first;
provided that, (a) there shall be no abatement of rent with respect to any
portion of the Premises which is rendered unusable for a period of five (5) days
or less, (b) there shall be no abatement of rent if Landlord provides other
space in the Building to Tenant which is reasonably suited for the temporary
conduct of Tenant's business,(c) there shall be no abatement of rent whatsoever
with respect to any damage caused in whole or in part by the negligence or
willful act of Tenant, its agents, employees, contractors, licensees or
invitees. In the event Landlord terminates this Lease pursuant to the terms of
Sections 12.1 and 12.2, this Lease and the estate and interest of the Tenant in
the Premises shall terminate and expire on the date specified in Landlord's
notice of termination and the rent payable hereunder shall be pro rated as of
such date, subject to rent abatement, if any, to the extent provided above.

12.4     LIMITATIONS. Subject to Section 11.4 hereof, nothing contained in this
Article 12 shall relieve, discharge or any way affect Tenant's liability to
Landlord in connection with any damage or destruction to the Premises or the
Building arising out of the negligent or willful acts or omissions of Tenant,
its agents, employees, contractors, licensees and invitees. Landlord shall not
be liable for any loss of business, inconvenience or annoyance arising from any
repair or restoration of any portion of the Premises or the Building as a result
of any damage from fire or other casualty. Furthermore, in the event of such
damage from fire or other casualty, Landlord shall have no obligation to repair
any equipment, furniture, fixtures, paneling, ceilings, carpets or other floor
coverings, partitions, drapes or any personal property (collectively, "Personal
Property") installed in or about the Premises by Landlord or Tenant unless
Landlord has received insurance proceeds which insurance proceeds are
specifically designated as payment for Personal Property.

13.      EMINENT DOMAIN.

13.1     TAKING. In case the whole of the Premises, or such part thereof as
shall substantially interfere with Tenant's use and occupancy thereof, shall be
taken by any lawful power or authority by exercise of the right of eminent
domain, or sold to prevent such taking, within sixty (60) days of receipt of
notice of such taking, either Tenant or Landlord may terminate this Lease
effective as of the date possession is required to be surrendered to said
authority. If such portion of the Building is so taken or sold so as to require,
in the opinion of Landlord, a substantial alteration or reconstruction of the
remaining portions thereof, or which renders the Building economically unviable
for its use as presently intended, this Lease may be terminated by Landlord, as
of the date of the vesting of title under such taking or sale, by written notice
to Tenant within sixty (60) days

<PAGE>

following notice to Landlord of the date on which said vesting will occur.
Except as provided herein, Tenant shall not because of such taking assert any
claim against Landlord or the taking authority for any compensation because of
such taking, and Landlord shall be entitled to receive the entire amount of any
award without deduction for any estate or interest of Tenant. In the event the
amount of property or the type of estate taken shall not substantially interfere
with Tenant's use of the Premises, Landlord shall be entitled to the entire
amount of the award without deduction for any estate or interest of Tenant. In
such event, Landlord shall promptly proceed to restore the Premises to
substantially their condition prior to such partial taking, and the rent shall
be abated in proportion to the time during which, and to the part of the
Premises of which, Tenant shall be so deprived on account of such taking and
restoration. Nothing contained in this Article 13 shall be deemed to give
Landlord any interest in, or prevent Tenant from seeking any award against the
taking authority for, the taking of personal property and fixtures belonging to
Tenant or for relocation or business interruption expenses recoverable from the
taking authority.

13.2     TEMPORARY TAKING. If all or any portion of the Premises are condemned
or otherwise taken for public or quasi-public use for a limited period of time,
this Lease shall remain in full force and effect and Tenant shall continue to
perform all of the terms, conditions and covenants of this Lease, including
without limitation, the payment of Basic Rent and all other amounts required
hereunder. Tenant shall be entitled to receive the entire award made in
connection with any other temporary condemnation or other taking attributable to
any period within the Term. Landlord shall be entitled to the entire award for
any such temporary condemnation or other taking which relates to a period after
the expiration of the Term or which is allocable to the cost of restoration of
the Premises. If any such temporary condemnation or other taking terminates
prior to the expiration of the Term, Tenant shall restore the Premises as nearly
as possible to the condition prior to the condemnation or other taking, at
Tenant's sole cost and expense; provided that, Tenant shall receive the portion
of the award attributable to such restoration.

14.      ASSIGNMENT AND SUBLETTING.

14.1     GENERAL PROHIBITION. Tenant acknowledges that the economic concessions
and rental rates set forth in this Lease were negotiated by Landlord and Tenant
in consideration of, and would not have been granted by Landlord but for, the
specific nature of the leasehold interest granted to Tenant hereunder, as such
interest is limited and defined by various provisions throughout this Lease,
including, but not limited to, the provisions of this Article 14 which define
and limit the transferability of such leasehold interest. Tenant further
acknowledges and agrees that the leasehold estate granted to Tenant hereunder is
not a transferable interest in property, and Landlord hereby reserves the right
to receive any increased rental value of the Premises during the Term as the
same may be realized by any transfer of said estate, except to the extent Tenant
is specifically granted the right to transfer all or part of its leasehold and
to retain all or part of the increased rental value thereof pursuant to the
provisions of this Article 14. Tenant shall not directly or indirectly,
voluntarily or involuntarily assign, mortgage or otherwise encumber all or any
portion of its interest in this Lease or in the Premises (collectively,
"ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant
or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any
portion thereof without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld subject to the provisions of Section
14.2 hereunder and any such attempted assignment, subletting, mortgage or other
encumbrance without such consent shall be null and void and of no effect.
Notwithstanding the foregoing, if

<PAGE>

Tenant is or has been at any time in default under any of the terms of this
Lease, Tenant may not assign, transfer or sublet the Premises in whole or in
part.

14.2     NOTICE OF INTENT TO ASSIGN OR SUBLET. If Tenant desires at any time to
enter into an Assignment or to Sublease the Premises or any portion thereof, it
shall first notify Landlord of its desire to do so and shall submit in writing
to Landlord (i) the name of the proposed assignee, subtenant, transferee or
occupant ("TRANSFEREE"); (ii) the nature of the proposed Transferee's business
to be carried on in the Premises; (iii) the terms and provisions of the proposed
Sublease or Assignment; and (iv) such financial information as Landlord may
reasonably request concerning the proposed Transferee (collectively, the
"TRANSFER NOTICE"). In the event the assignee or sublessee is not engaged in the
Use or does not have equal or greater financial net worth than Tenant, Landlord
shall have the right to reject the Sublease or Assignment which rejection shall
be deemed reasonable.

14.3     NO RELEASE OF TENANT'S OBLIGATIONS. No Assignment or Sublease shall
relieve Tenant of its obligation to pay the rent and to perform all of the other
obligations to be performed by Tenant hereunder. The acceptance of rent by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision of this Lease or to be a consent to any Assignment or Sublease.
Consent to one Sublease or Assignment shall not be deemed to constitute consent
to any subsequent Sublease or Assignment.

14.4     TRANSFER IS ASSIGNMENT. If Tenant is a corporation or is an
unincorporated association or partnership, the issuance of any additional stock
and/or the sale, transfer, assignment or hypothecation of any stock or interest
in such corporation, association or partnership in the aggregate in excess of
twenty-five percent (25%) shall be deemed an Assignment hereunder. Tenant agrees
to promptly pay as Additional Rent Landlord's reasonable costs and attorneys'
fees, not to exceed One Thousand Dollars ($1,000.00) per occurrence, incurred
in connection with the processing and documentation of any requested Assignment
or Sublease.

14.5     ASSUMPTION OF OBLIGATIONS. Each Transferee, other than Landlord, shall
assume, as provided in this Section 14.5, all obligations of Tenant under this
Lease and shall be and remain liable jointly and severally with Tenant for the
payment of the rent, and for the performance of all of the terms, covenants,
conditions and agreements herein contained on Tenant's part to be performed for
the Term of this Lease; provided, however, that the Transferee shall be liable
to Landlord for rent only in the amount set forth in the Assignment or Sublease.
No Assignment shall be binding on Landlord unless the Transferee or Tenant shall
deliver to Landlord a counterpart of the Assignment and an instrument in
recordable form which contains a covenant of assumption by the Transferee
satisfactory in substance and form to Landlord consistent with the requirements
of this Section 14.5, but the failure or refusal of the Transferee to execute
such instrument of assumption shall not release or discharge the Transferee from
its liability as set forth above.

15.      LANDLORD'S RESERVED RIGHTS.

15.1     RIGHT OF ENTRY. Landlord and its agents and representatives shall have
the right, at all reasonable times, upon twenty-four (24) hours notice except in
the case of an emergency, in which event notice shall be waived, to enter the
Premises for purposes of inspection, to post notices of non-responsibility, to
protect the interest of Landlord in the Premises, to supply janitorial service
and any other services to be provided by Landlord hereunder, to perform all
required or permitted work therein, including the erection of scaffolding, props
and other mechanical devices for the purpose of making alterations, repairs or
additions to the Premises or the

<PAGE>

Building which are provided for in this Lease or required by law. Landlord and
its agents and representatives shall also have the right during business hours
to show the Premises to prospective tenants (during the last six (6) months of
this Lease), lessors of superior leases, mortgagees, prospective mortgagees or
prospective purchasers of the Building. No such entry shall be construed under
any circumstances as a forcible or unlawful entry into, or a detainer of, the
Premises, or an eviction of Tenant, and Tenant hereby waives any claim against
Landlord or its agents or representatives for damages for any injury or
inconvenience to or interference with, Tenant's business or quiet enjoyment of
the Premises.

15.2     BUILDING AND COMMON AREAS. Provided Landlord does not unreasonably,
obstruct or interfere with Tenant's use, Landlord may: (a) install, repair,
replace or relocate pipes, ducts, conduits, wires and appurtenant meters and
equipment for service to other parts of the Building above the ceiling surfaces,
below the floor surfaces, within the walls and in the central core areas of the
Premises or the rest of the Building; (b) repair, renovate, alter, expand or
improve the Building; (c) make changes to the common areas, including, without
limitation, changes in the location, size, shape and number of street entrances,
driveways, ramps, entrances, exits, parking spaces, parking areas, loading and
unloading areas, halls, passages, stairways and other means of ingress and
egress, direction of traffic, landscaped areas and walkways; (d) close
temporarily any of the common areas for maintenance purposes as long as
reasonable access to the Premises remains available; (e) designate other land
outside the boundaries of the Building to be a part of the common areas; (f) add
additional buildings and improvements to the common areas; (g) use the common
areas while engaged in making additional improvements, repairs or alterations to
the Building, or any portion thereof; and (h) do and perform such other acts and
make such other changes in, to or with respect to the common areas and Building
as Landlord may deem appropriate all at Landlord's expense which shall be passed
through to Tenant as an Operating Expense, except for capital expenditures for
additional buildings allowed in (f) which shall remain the sole responsibility
of Landlord.

15.3     NAME. Landlord may adopt any name for the Building and Landlord
reserves the right to change the name and/or the address of the Building or any
part thereof at any time.

16.      INDEMNIFICATION AND LIMITATION ON LIABILITY.

16.1     INDEMNITY BY TENANT. Tenant shall indemnify, protect, defend and hold
harmless, Landlord; its officers, directors, partners, agents and employees, and
any affiliate of Landlord, including without limitation, any corporations or any
other entities controlling, controlled by or under common control with Landlord,
from and against any and all claims, suits, demands, liability, damages and
expenses, including attorneys' fees and costs, arising from or in connection
with Tenant's use or alteration of the Premises or the conduct of its business
or from any activity performed or permitted by Tenant in or about the Premises
or the Building during the Term or prior to the Commencement Date if Tenant has
been provided access to the Premises or the Building for any purpose, or arising
from any breach or default in the performance of any obligation on Tenant's part
to be performed under the terms of this Lease, or arising from Tenant's use of
the Building Services in excess of their capacity or arising from any other act,
neglect, fault or omission of Tenant or any of its officers, agents, directors,
contractors, employees, licensees or invitees. As a material part of the
consideration to the Landlord for entering into this Lease, Tenant hereby
assumes all risk of and releases, discharges and holds harmless Landlord from
and against any and

<PAGE>

all liability to Tenant for damage to property or injury to persons in, upon or
about the Premises from any cause whatsoever except that which is caused by the
gross negligence of Landlord.

16.2     LIMITATION ON LANDLORD'S LIABILITY. In no event shall Landlord be
liable to Tenant for any injury to any person in or about the Premises or damage
to the Premises or for any loss, damage or injury to any property of Tenant
therein or by any malfunction of any utility or other equipment, installation or
system, or by the rupture, leakage or overflow of any plumbing or other pipes,
including without limitation, water, steam and refrigeration lines, sprinklers,
tanks, drains, drinking fountains or similar cause in, about or upon the
Premises or the Building unless such loss, damage or injury is caused by the
gross negligence of Landlord. None of the shareholders, officers, employees,
agents, partners or affiliates of Landlord shall be responsible for any of the
liabilities, obligations or agreements of Landlord under this Lease.

17.      SALE BY LANDLORD.

         In the event of any sale or other transfer of Landlord's interest in
the Building, other than a transfer for security purposes only, Landlord shall
be automatically relieved of any and all obligations and liabilities on the part
of Landlord accruing from and after the date of such transfer.

18.      SUBORDINATION.

18.1     SUBORDINATION. This Lease is subject and subordinate to all mortgages,
trust deeds, ground leases, or other encumbrances (the "UNDERLYING MORTGAGES")
which may now or hereafter be executed affecting the Building and to all
renewals, modifications, consolidations, replacements and extensions of any such
Underlying Mortgages. This clause shall be self-operative and no further
instrument of subordination need be required by any mortgagee, ground lessor or
beneficiary, affecting any Underlying Mortgage in order to make such
subordination effective. Tenant, however, shall execute promptly any certificate
or document that Landlord may request to effectuate, evidence or confirm such
subordination, and failure to do so shall be a material breach of this Lease.

18.2     ATTORNMENT. If Landlord's interest in the Building is sold or conveyed
upon the exercise of any remedy provided for in any Underlying Mortgage, or
otherwise by operation of law: (a) this Lease will not be affected in any way,
and Tenant will attorn to and recognize the new owner as Tenant's Landlord under
this Lease, and Tenant will confirm such attornment in writing within ten (10)
days after request (Tenant's failure to do so will constitute a material breach
of this Lease); and (b) the new owner shall not be (i) liable for any act or
omission of Landlord under this Lease occurring prior to such sale or
conveyance, (ii) subject to any offset, abatement or reduction of rent because
of any default of Landlord under this Lease occurring prior to such sale or
conveyance, and (iii) liable for the return of any security deposit paid by
Tenant except to the extent that the security deposit has actually been paid to
such person or entity.

18.3     NOTICE FROM TENANT. Tenant shall give written notice to the holder of
any Underlying Mortgage whose name and address have been previously furnished to
Tenant of any act or omission by Landlord which Tenant asserts as giving Tenant
the right to terminate this Lease or to claim a partial or total eviction or any
other right or remedy under this Lease or provided by law. Tenant further agrees
that if Landlord shall have failed to cure any default within the time period
provided for in this Lease, then the holder of any Underlying Mortgage shall
have an additional sixty (60) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be
necessary if within such sixty (60) days such holder has

<PAGE>

commenced and is diligently pursuing the remedies necessary to cure such default
(including, but not limited to commencement of foreclosure proceedings, if
necessary to effect such cure), in which event this Lease shall not be
terminated while such remedies are being so diligently pursued.

         ESTOPPEL CERTIFICATES.

                  Tenant shall at any time and from time to time upon not less
than ten (10) days' prior notice by Landlord, execute, acknowledge and deliver
to Landlord a statement in writing certifying that this Lease is unmodified and
in full force and effect (or if there have been modifications, that the same is
in full force and effect as modified and stating the modifications), the dates
to which the Basic Rent, Additional Rent and other charges have been paid in
advance, if any, stating whether or not to the best knowledge of Tenant,
Landlord is in default in the performance of any covenant, agreement or
condition contained in this Lease and, if so, specifying each such default of
which Tenant may have knowledge and containing any other information and
certifications which reasonably may be requested by Landlord or the holder of
any Underlying Mortgage. Any such statement delivered pursuant to this Article
19 may be relied upon by any prospective purchaser of the fee of the Building or
any mortgagee, ground lessor or other like encumbrancer thereof or any assignee
of any such encumbrancer upon the Building.

20.      SURRENDER OF PREMISES AND REMOVAL OF PROPERTY.

20.1     NO MERGER. The voluntary or other surrender of this Lease by Tenant, a
mutual cancellation or a termination hereof, shall not constitute a merger, and
shall, at the option of Landlord, terminate all or any existing subleases or
shall operate as an assignment to Landlord of any or all subleases affecting the
Premises.

20.2     SURRENDER OF PREMISES. Upon the expiration of the Term, or upon any
earlier termination hereof, Tenant shall quit and surrender possession of the
Premises to Landlord in as good order and condition as the Premises are now or
hereafter may be improved by Landlord or Tenant, reasonable wear and tear and
repairs which are Landlord's obligation excepted, and shall, without expense to
Landlord, remove or cause to be removed from the Premises, all debris and
rubbish, all furniture, equipment, business and trade fixtures, free-standing
cabinet work, movable partitioning and other articles of personal property owned
by Tenant or installed or placed by Tenant at its expense in the Premises, and
all similar articles of any other persons claiming under Tenant unless Landlord
exercises its option to have any subleases or subtenancies assigned to Landlord,
and Tenant shall repair all damage to the Premises resulting from such removal.

20.3     DISPOSAL OF PROPERTY. In the event of the expiration of this Lease or
other re-entry of the Premises by Landlord as provided in this Lease, any
property of Tenant not removed by Tenant upon the expiration of the Term of this
Lease, or within forty-eight (48) hours after a termination by reason of
Tenant's default, shall be considered abandoned and Landlord may remove any or
all of such property and dispose of the same in any manner or store the same in
a public warehouse or elsewhere for the account of, and at the expense and risk
of, Tenant. If Tenant shall fail to pay the costs of storing any such property
after it has been stored for a period of thirty (30) days or more, Landlord may
sell any or all of such property at public or private sale, in such manner and
at such places as Landlord, in its sole discretion, may deem proper, without
notice to or demand upon Tenant. In the event of such sale, Landlord shall apply
the proceeds thereof, first, to the cost and expense of sale, including
reasonable attorneys' fees; second, to the repayment of the cost of removal and
storage; third, to the repayment of any other sums which may then or thereafter
be due

<PAGE>

to Landlord from Tenant under any of the terms of this Lease; and fourth, the
balance, if any, to Tenant.

20.4     FIXTURES AND IMPROVEMENTS. All fixtures, equipment, alterations,
additions, improvements and/or appurtenances attached to or built into the
Premises prior to or during the Term hereof, as further described in Section 8.2
hereof, shall be and remain part of the Premises and shall not be removed by
Tenant at the end of the Term of this Lease.

20.5     NOTICE OF EXPIRATION OF TERM. Tenant shall, at least six (6) months
before the expiration of the Term, give written notice to Landlord of Tenant's
intention to surrender the Premises upon the expiration of the Term. Nothing
contained herein, however, shall be construed as an extension of the Term or as
consent of Landlord to any holding over by Tenant in the event said notice is
not given in a timely fashion.

21.      HOLDING OVER.

         In the event Tenant holds over after the expiration of the Term, with
or without the express or implied consent of Landlord, such tenancy shall be
from month-to-month only, and not a renewal hereof or an extension for any
further term, and such month-to-month tenancy shall be subject to each and every
term, covenant and agreement contained herein; provided, however, that Tenant
shall pay as Basic Rent during any holding over period, an amount equal to the
greater of one-hundred fifty percent (150%) of the fair market value rental rate
of the Premises or two times the Basic Rent payable immediately preceding the
expiration of the Term. Nothing in this Article 21 shall be construed as a
consent by Landlord to any holding over by Tenant and Landlord expressly
reserves the right to require Tenant to surrender possession of the Premises
upon the expiration of the Term or upon the earlier termination hereof and to
assert any remedy in law or equity to evict Tenant and/or collect damages in
connection with such holding over.

22.      DEFAULTS AND REMEDIES.

22.1     DEFAULTS BY TENANT. The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant:

a.       The failure by Tenant to pay the rent or make any other payment
required to be made by Tenant hereunder as and when due where such failure
continues for three (3) days after notice thereof by Landlord to Tenant;
provided, however, that such notice shall be in lieu of and not in addition to
any notice required under Nevada law.

b.       The abandonment or vacation of the Premises by Tenant.

c.       The failure by Tenant to observe or perform the provisions of Articles
2 and 8 where such failure continues and is not remedied within forty-eight (48)
hours after notice thereof from Landlord to Tenant.

d.       The failure by Tenant to provide estoppel certificates as herein
provided.

e.       The failure by Tenant to observe or perform any other provision of this
Lease, including Rules and Regulations which may be adopted by Landlord where
such failure continues for twenty (20) days after notice thereof by Landlord to
Tenant; provided, however, that if

<PAGE>

the nature of such default is such that the same cannot reasonably be cured
within such twenty (20) day period, Tenant shall not be deemed to be in default
if Tenant shall within such period commence such cure and thereafter diligently
prosecute the same to completion.

f.       Any action taken by or against Tenant pursuant to any statute
pertaining to bankruptcy or insolvency or the reorganization of Tenant (unless,
in the case of a petition filed against Tenant, the same is dismissed within
thirty (30) days); the making by Tenant of any general assignment for the
benefit of creditors; the appointment of a trustee or receiver to take
possession of all or any portion of Tenant's assets located at the Premises or
of Tenant's interest in this Lease, where possession is not restored to Tenant
within thirty (30) days; or the attachment, execution, or other judicial seizure
of all or any portion of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.

g.       Tenant shall fail to occupy the Premises within one hundred twenty
(120) days after the Commencement Date.

h.       In addition to the events constituting a default and breach of the
Lease by Tenant as set forth herein, if within any twelve (12) month period
during the term of the Lease Tenant shall have failed to perform any obligation
required of Tenant hereunder, or has been in breach for any reason under the
Lease more than two (2) times, and Landlord, because of any such failure and/or
breach, shall have served upon Tenant within said twelve (12) month period two
(2) or more notices of any such failure or breach, then any subsequent failure
or breach shall be deemed a noncurable default, without requirement of notice or
opportunity to cure, and Landlord shall be immediately entitled to exercise any
and all rights, remedies and/or elections specified below otherwise available at
law or in equity.

i.       Tenant's failure to vacate and surrender the Premises as required by
this Lease upon the expiration of the Term or termination of this Lease.

22.2     LANDLORD'S REMEDIES.

a.       In the event of any such default by Tenant, then, in addition to any
other remedies available to Landlord at law or in equity, Landlord shall have
the immediate option to terminate this Lease and all rights of Tenant hereunder
by giving Tenant five (5) days' written notice of such election to terminate. In
the event Landlord shall elect to so terminate this Lease, Landlord may recover
from Tenant:

         (i)      the worth at the time of award of any unpaid rent which has
been earned at the time of such termination; plus

         (ii)     the worth at the time of award of any amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; plus

<PAGE>

         (iii)    the worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of the award exceeds the
amount of such rental loss that Tenant proves could be reasonably avoided; plus

         (iv)     any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom; and

         (v)      at Landlord's election, such other amounts in addition to or
in lieu of the foregoing as may be permitted from time to time by applicable
law.

b.       All "rent" (as defined in Section 4.4) shall be computed on the basis
on the monthly amount thereof payable on the date of Tenant's default, as the
same are to be adjusted thereafter as contemplated by this Lease. As used in
paragraphs (i) and (ii) above, the "worth at the time of award" is computed by
allowing interest in the per annum amount equal to the prime rate of interest or
other equivalent reference rate from time to time announced by the Bank of
America National Trust and Savings Association (the "Reference Rate") plus two
percent (2%), but in no event in excess of the maximum interest rate permitted
by law. As used in paragraph (iii) above, the "worth at the time of award" is
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%).

c.       In the event of any such default by Tenant, Landlord shall also have
the right, with or without terminating this Lease, to re-enter the Premises and
remove all persons and property therefrom by summary proceedings or otherwise;
such property may be removed and stored in a public warehouse or elsewhere at
the cost of and for the account of Tenant.

d.       In the event of the vacation or abandonment of the Premises by Tenant,
or in the event that Landlord elects to re-enter as provided in Paragraph (c)
above or takes possession of the Premises pursuant to legal proceeding or
pursuant to any notice provided by law, and if Landlord does not elect to
terminate this Lease, then Landlord may from time to time, without terminating
this Lease, either recover all rent as it becomes due or relet the Premises or
any part thereof for such term or terms and at such rent and upon such other
terms and conditions as Landlord, in its sole discretion, may deem advisable,
with the right to make alterations and repairs to the Premises. If Landlord does
not terminate this Lease and if Tenant requests Landlord's consent to an
Assignment of this Lease or a Sublease of the Premises at such time as Tenant is
in default, Landlord may not unreasonably withhold its consent to such
Assignment or Sublease.

e.       In the event that Landlord shall elect to so relet as provided in
Paragraph (d) above, then rentals received by Landlord from such reletting shall
be applied: First, to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the payment of any cost of such
reletting; third, to the payment of the cost of any alterations and repairs to
the Premises; fourth, to the payment of rent due and unpaid hereunder; and the
remainder, if any, shall be held by Landlord and applied in payment of future
rent as the same may become due and payable hereunder. Should that portion of
such rentals received from such reletting during any

<PAGE>

month, which is applied to the payment of rent hereunder, be less than the rent
payable during that month by Tenant hereunder, then Tenant shall pay such
deficiency to Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as ascertained, any and all
reasonable costs and expenses incurred by Landlord in such reletting or in
making such alterations and repairs not covered by the rentals received from
such reletting.

22.3     RE-ENTRY NOT TERMINATION. No re-entry or taking possession of the
Premises by Landlord pursuant to this Article 22 shall be construed as an
election to terminate this Lease unless a written notice of such intention be
given to Tenant or unless the termination thereof be decreed by a court of
competent jurisdiction. Notwithstanding any reletting without termination by
Landlord because of any default of Tenant, Landlord may at any time after such
reletting elect to terminate this Lease for any such default.

22.4     DEFINITION OF TENANT. As used in this Article 22 and in Article 23, the
term "TENANT" shall be deemed to include all persons or entities named as Tenant
under this Lease, or each and every one of them. If any of the obligations of
Tenant hereunder in guaranteed by another person or entity, the term "TENANT"
shall be deemed to include all of such guarantors and any one or more of such
guarantors. If this Lease has been assigned, the term "TENANT," as used in this
Article 22 and in Article 23 shall be deemed to include both the assignee and
the assignor.

23.      BANKRUPTCY.

         If, at any time prior to the Commencement Date, any action is taken by
or against Tenant in any court pursuant to any statute pertaining to bankruptcy
or insolvency or the reorganization of Tenant, Tenant makes any general
assignment for the benefit of creditors, a trustee or receiver is appointed to
take possession of substantially all of Tenant's assets or of Tenant's interest
in this Lease, or there is an attachment, execution or other judicial seizure of
substantially all of Tenant's assets or of Tenant's interest in this Lease, then
this Lease shall ipso facto be canceled and terminated and of no further force
or effect. In such event, neither Tenant nor any person claiming through or
under Tenant or by virtue of any statute or of any order of any court shall be
entitled to possession of the Premises or any interest in this Lease and
Landlord shall, in addition to any other rights and remedies under this Lease,
be entitled to retain any rent, security deposit or other monies received by
Landlord from Tenant as liquidated damages.

24.      INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGES.

24.1     INTEREST. Any amount due from Tenant to Landlord which is not paid when
due shall bear interest at the lesser of twelve percent (12%) per annum or the
maximum rate per annum which Landlord is permitted by law to charge, from the
date such payment is due until paid, but the payment of such interest shall not
excuse or cure any default by Tenant under this Lease.

24.2     LATE CHARGE. In the event Tenant is more than five (5) days late in
paying any installment of rent due under this Lease, Tenant shall pay Landlord a
late charge equal to five percent (5%) of the delinquent installment of rent
plus a fee of Ten Dollars ($10.00) per day until such installment of rent is
paid. The parties agree that the amount of such late charge represents a
reasonable estimate of the cost and expense that would be incurred by Landlord
in processing each delinquent payment of rent by Tenant and that such late
charge shall be paid to Landlord as liquidated damages for each delinquent
payment, but the payment of such late charge shall not excuse or cure any
default by Tenant under this Lease. The parties further agree that the payment
of

<PAGE>

late charges and the payment of interest provided for in Section 24.1 above are
distinct and separate from one another in that the payment of interest is to
compensate Landlord for the use of Landlord's money by Tenant, while the payment
of a late charge is to compensate Landlord for the additional administrative
expense incurred by Landlord in handling and processing delinquent payments.

25.      QUIET ENJOYMENT.

         Tenant, upon the paying of all rent hereunder and performing each of
the covenants, agreements and conditions of this Lease required to be performed
by Tenant, shall lawfully and quietly hold, occupy and enjoy the Premises during
the Term without hindrance or molestation of anyone lawfully claiming by,
through or under Landlord, subject, however, to the provisions set forth in this
Lease.

26.      EXAMINATION OF LEASE.

         The submission of this instrument for examination or signature by
Tenant, Tenant's agents or attorneys, does not constitute a reservation of, or
an option to lease, and this instrument shall not be effective or binding as a
lease or otherwise until its execution and delivery by both Landlord and Tenant.

27.      BROKERS.

         Tenant warrants that it has not had any contact or dealings with any
person or real estate broker which would give rise to the payment of any fee or
brokerage commission, in connection with this Lease, and Tenant shall indemnify,
hold harmless and defend Landlord from and against any liability with respect to
any fee or brokerage commission arising out of any act or omission of Tenant.

28.      COVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATION OF EASEMENTS.

         The Covenants, Conditions and Restrictions and Reservation of Easements
are attached hereto as Exhibit "C" are hereby incorporated herein and made a
part of this Lease. Tenant agrees to abide by and comply with each and every one
of said Covenants, Conditions and Restrictions and Reservation of Easements and
any amendments, modifications and/or additions thereto as may hereafter be
adopted by Landlord for the safety, care, security, good order and cleanliness
of the Premises or the Building. Landlord shall have the right to amend, modify
or add to the Covenants, Conditions and Restrictions and Reservation of
Easements in its sole discretion. Landlord shall not be liable to Tenant for any
violation of any of the Covenants, Conditions and Restrictions and Reservation
of Easements by any other tenant or for the failure of Landlord to enforce any
of the Covenants, Conditions and Restrictions and Reservation of Easements.

29.      SIGNAGE.

         Tenant shall not have the right to signage which is visible from
outside the Premises without the prior written consent of Landlord, which
consent shall not unreasonably withheld. Any signage identifying Tenant on the
facade of the Building or on any monument shall be installed by Landlord at
Landlord's sole discretion and at Tenant's sole cost and expense.

30.      GENERAL PROVISIONS.

30.1     NO WAIVER. The waiver by Landlord of any breach of any term, provision,
covenant or condition contained in this Lease, or the failure of Landlord to
insist on the strict

<PAGE>

performance by Tenant, shall not be deemed to be a waiver of such term,
provision, covenant or condition as to any subsequent breach thereof or of any
other term, covenant or condition contained in this Lease. The acceptance of
rents hereunder by Landlord shall not be deemed to be a waiver of any breach or
default by Tenant of any term, provision, covenant or condition herein,
regardless of Landlord's knowledge of such breach or default at the time of
acceptance of rent.

30.2     LANDLORD'S RIGHT TO PERFORM. All covenants and agreements to be
performed by Tenant under any of the terms of this Lease shall be performed by
Tenant at Tenant's sole expense and without abatement of rent. If Tenant shall
fail to observe and perform any covenant, condition, provision or agreement
contained in this Lease or shall fail to perform any other act required to be
performed by Tenant, Landlord may, upon notice to Tenant, without obligation,
and without waiving or releasing Tenant from any default or obligations of
Tenant, make any such payment or perform any such obligation on Tenant's part to
be performed. All sums so paid by Landlord and all costs incurred by Landlord,
including attorneys' fees, together with interest thereon in a per annum amount
equal to two percent (2%) in excess of the Reference Rate, but not in excess of
the maximum rate permitted by law, shall be payable to Landlord on demand and
Tenant covenants to pay any such sums, and Landlord shall have (in addition to
any other right or remedy hereunder) the same rights and remedies in the event
of the non-payment thereof by Tenant as in the case of default by Tenant in the
payment of rent.

30.3     TERMS; HEADINGS. The words "LANDLORD" and "TENANT" as used herein shall
include the plural, as well as the singular. The words used in neuter gender
include the masculine and feminine and words in the masculine or feminine gender
include the neuter. If there is more than one tenant, the obligations hereunder
imposed upon Tenant shall be joint and several. The headings or titles of this
Lease shall have no effect upon the construction or interpretation of any part
hereof.

30.4     ENTIRE AGREEMENT. This instrument along with any exhibits and
attachments or other documents affixed hereto, or referred to herein,
constitutes the entire and exclusive agreement between Landlord and Tenant with
respect to the Premises and the estate and interest leased to Tenant hereunder.
This instrument and said exhibits and attachments and other documents may be
altered, amended, modified or revoked only by an instrument in writing signed by
both Landlord and Tenant. Landlord and Tenant hereby agree that all prior or
contemporaneous oral understandings, agreements or negotiations relative to the
leasing of the Premises are merged into and revoked by this instrument.

30.5     SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 14
relating to Assignment and Sublease, this Lease is intended to and does bind the
heirs, executors, administrators and assigns of any and all of the parties
hereto.

30.6     NOTICES. All notices, consents, approvals, requests, demands and other
communications (collectively "NOTICES") which Landlord or Tenant are required or
desire to serve upon, or deliver to, the other shall be in writing and mailed
postage prepaid by certified or registered mail, return receipt requested, or by
personal delivery, to the appropriate address indicated below, or at such other
place or places as either Landlord or Tenant may, from time to time, designate
in a written notice given to the other. If the term "Tenant" in this Lease
refers to more than one person or entity, Landlord shall be required to make
service or delivery, as aforesaid, to any one of said persons or entities only.
Notices shall be deemed sufficiently served or given at the time of personal
delivery or three (3) days after the date of mailing thereof; provided, however,

<PAGE>

that any notice of default to Tenant under Article 22 shall be hand-delivered to
the Premises. Any notice, request, communication or demand by Tenant to Landlord
shall be addressed to the Landlord at____________________________, and if
requested in writing by the Landlord, given or served simultaneously to the
Landlord's mortgagee at the address specified in such request. Any notice,
request, communication or demand by Landlord to Tenant shall be addressed to:

         ____________________________
         ____________________________

(and after the Commencement Date, to the Premises). Rejection or other refusal
to accept a notice, request, communication or demand or the inability to deliver
the same because of a changed address of which no notice was given shall be
deemed to be receipt of the notice, request, communication or demand sent.

30.7     SEVERABILITY. If any term or provision of this Lease, the deletion of
which would not adversely affect the receipt of any material benefit by either
party hereunder, shall be held invalid or unenforceable to any extent, the
remaining terms, conditions and covenants of this Lease shall not be affected
thereby and each of said terms, covenants and conditions shall be valid and
enforceable to the fullest extent permitted by law.

30.8     TIME OF ESSENCE. Time is of the essence of this Lease and each
provision hereof in which time of performance is established.

30.9     GOVERNING LAW. This Lease shall be governed by, interpreted and
construed in accordance with the laws of the State of Nevada.

30.10    ATTORNEYS' FEES. If any action or proceeding is brought by Landlord or
Tenant to enforce its respective rights under this Lease, the unsuccessful party
therein shall pay all costs incurred by the prevailing party therein, including
reasonable attorneys' fees to be fixed by the court.

30.11    FORCE MAJEURE. Landlord shall not be liable for any failure to comply
or delay in complying with its obligations hereunder if such failure or delay is
due to acts of God, inability to obtain labor, strikes, lockouts, lack of
materials, governmental restrictions, enemy actions, civil commotion, fire,
unavoidable casually or other similar causes beyond Landlord's reasonable
control (all of which events are herein referred to as FORCE MAJEURE events). It
is expressly agreed that Landlord shall not be obliged to settle any strike to
avoid a force majeure event from continuing.

<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the date set forth in the first paragraph above.

LANDLORD:
LUKE PROPERTIES, LTD.
A NEVADA LIMITED LIABILITY COMPANY

By: /s/ GREGORY A. DEAN
    --------------------------------

Name: GREGORY A. DEAN

Its: MANAGER

TENANT:
VESTIN GROUP, INC.
A DELAWARE CORPORATION

By: /s/ MICHAEL SHUSTEK
    --------------------------------

Name: MICHAEL SHUSTEK

its: CEO

<PAGE>

                                   EXHIBIT "A"
                                    PREMISES

                                       24
<PAGE>

                                   EXHIBIT "B"
                   MEMORANDUM OF COMMENCEMENT AND RENTAL DATE

THE UNDERSIGNED hereby covenants, represents and warrants to Luke Properties,
LLC, a Nevada limited liability company, "Owner/Lessor" of the premises
containing approximately forty-one thousand six hundred fourteen (41,614)
square feet, known as_____________________ the following:

1.       The undersigned ("Tenant") is the Tenant of the premises pursuant to a
lease ("Lease") dated March____, 2004, entered into between the undersigned
Tenant and Owner/Lessor, and hereby acknowledges that it has received a full and
complete copy of the fully executed Lease Agreement.

2.       The Lease is presently in full force and effect.

3.       The Lease constitutes the entire agreement between Owner/Lessor and
Tenant, and there have been no amendments, written or oral, to such agreement,
except as set forth in Paragraph 1 above.

4.       All improvements required under the terms of the Lease to be made by
Owner/Lessor have been satisfactorily completed and have been accepted by the
undersigned. (EXCEPTIONS TO BE STATED ON A SEPARATE ATTACHED SHEET HERETO,
EXECUTED AND DATED.)

5.       The undersigned has accepted the Lease premises and the keys thereto
and has commenced occupancy thereof.

6.       The term of the Lease commences on_____________________and will end on
_____________________. A monthly rental as of the date hereof is______ per month
and commences as of the date of_____________________.

7.       Rent for any fractional month shall be paid upon execution of
Owner/Lessor's Memorandum of Commencement Date.

8.       The amount of prepaid rent is_______________ for the month of______.

9.       The amount of the prepaid security deposit paid under the terms of the
Lease is____________.


<PAGE>

10.      Tenant has provided Lessor with the required Certificate of Insurance
on the premises pursuant to Section 11.3 of the Lease Agreement.

                                             TENANT/LESSEE:
                                             VESTIN GROUP, INC.,
                                             a Delaware corporation

                                             ___________________________________
                                             By:
                                             Its: